TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS CATCHA DIGITAL BERHAD ("CATCHA DIGITAL" OR "COMPANY") ACQUISITION BY CATCHA THETA HOLDINGS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF CATCHA DIGITAL) ("CATCHA THETA") OF 92.5% EQUITY INTEREST IN THETA SERVICE PARTNER SDN BHD ("THETA") ("ACQUISITION OF THETA")
| CATCHA DIGITAL BERHAD |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | CATCHA DIGITAL BERHAD ("CATCHA DIGITAL" OR "COMPANY")
ACQUISITION BY CATCHA THETA HOLDINGS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF CATCHA DIGITAL) ("CATCHA THETA") OF 92.5% EQUITY INTEREST IN THETA SERVICE PARTNER SDN BHD ("THETA") ("ACQUISITION OF THETA") |
|
References are made to the announcements dated 24 March 2025, 21 July 2025, 17 October 2025, 22 December 2025 and 19 January 2026 in relation to the Acquisition of Theta (“Announcements”). Unless otherwise defined, the definitions used herein shall have the same meanings as defined in the Announcements.
On 19 January 2026, on behalf of the Board, TA Securities announced that Catcha Theta and the Theta Vendors had mutually agreed to extend the Conditional Period to a period not later than 13 February 2026 to fulfil the outstanding Conditions Precedent in the Theta SSA (“Extended Conditional Period”).
On behalf of the Board, TA Securities wishes to announce that Catcha Theta had, via a letter of termination dated 13 February 2026 (“Termination Letter”), terminated the Theta SSA upon the expiry of the Extended Conditional Period pursuant to the terms of the Theta SSA as Catcha Theta is not satisfied with the findings arising from the due diligence review on Theta Group.
Upon the termination of the Theta SSA, the Theta SSA shall cease to have any force or effect whatsoever from the date of the Termination Letter, save for the survival provisions, which shall remain in force. Catcha Theta and the Theta Vendors shall cease to have any claim against one another, save for any claims arising from any antecedent breach of the Theta SSA. Further, the Theta SHA between Catcha Theta, Mark and Theta shall cease to have any force or effect whatsoever from the date of the Termination Letter.
The termination of the Theta SSA is not expected to have a material impact to the business and operations of Catcha Digital Group.
Further, with regards to the Rights Issue of Shares with Warrants completed on 13 November 2025, which raised proceeds of approximately RM24.33 million, approximately RM5.73 million was previously allocated to partially settle the purchase consideration for the Acquisition of Theta (“Amount Allocated”) as set out in the circular to shareholders of Catcha Digital dated 26 August 2025 in relation to amongst others, the Rights Issue of Shares with Warrants and the Acquisition of Theta. As at the date of this announcement, none of the proceeds from the Amount Allocated has been utilised. In view of the termination of the Theta SSA, the Amount Allocated will be reallocated for future strategic acquisitions and/or collaborations to be identified by the management of Catcha Digital Group.
The exact breakdown of such proposed reallocation will be determined at a later stage, depending on, amongst others, the funding requirements of Catcha Digital Group at the prevailing time and the status of negotiation on any strategic acquisitions and/or collaborations to be identified by the management of Catcha Digital Group. Where required, the Company will make the necessary announcement(s) and seek approval(s) from the Company’s shareholders and/or other relevant parties (if required) in accordance with the Listing Requirements once the management has finalised the terms of such acquisitions and/or collaborations, if any.
This announcement is dated 13 February 2026. |
|
Announcement Info
| Company Name | CATCHA DIGITAL BERHAD |
| Stock Name | CATCHA |
| Date Announced | 13 Feb 2026 |
| Category | General Announcement for PLC |
| Reference Number | GA1-13022026-00048 |